Touchstone arranges 680,000-British-pound retail offer

Executive Summary

• Touchstone Exploration Inc. has announced a retail offer to raise up to 680,000 British pounds through the issuance of up to 6,181,818 new common shares.
• The shares are being issued at a price of 11 pence per share, representing a ~2.2% discount to the closing price of 11.25 pence on October 23, 2025.
• The retail offer is separate from a concurrent institutional placing, though proceeds will be used for the same purposes; completion of the retail offer is conditional upon the completion of the placing.

Key Details

• Offer Size: Up to 6,181,818 new common shares with no par value.
• Gross Proceeds: Up to 680,000 British pounds.
• Issue Price: 11 pence per share.
• Discount: Approximately 2.2% discount to the closing share price of 11.25 pence on October 23, 2025 (the last practicable date prior to the announcement).
• Use of Proceeds: To be utilized in the same manner as the proceeds from the separate institutional placing announced on October 24, 2025.
• Eligibility: Open to existing retail shareholders in the United Kingdom who are shareholders as of 7:05 a.m. on October 24, 2025.
• Intermediaries: The offer is conducted through financial intermediaries listed on the BookBuild website. Shore Capital Stockbrokers Ltd. is acting as the retail offer co-ordinator.
• Minimum Subscription: 100 British pounds per investor.
• Maximum Application: No maximum application amount.
• Timeline:
  • Offer Open: October 24, 2025.
  • Expected Close: 4:30 p.m. on October 28, 2025 (may close early if oversubscribed).
  • Expected Admission: On or around 8 a.m. London time on October 30, 2025.
• Conditions: Conditional on admission to trading on the Toronto Stock Exchange (TSX) and the AIM (Alternative Investment Market) operated by the London Stock Exchange, and conditional upon the completion of the separate placing.
• Regulatory Status: The offer is exempt from the requirement to issue a prospectus under Regulation (EU) 2017/1129 (as retained in UK law) and Section 86(1)(e) of the Financial Services and Markets Act 2000.
• Restrictions: Not being made into any jurisdiction other than the United Kingdom or to U.S. persons. CFDs, Spreadbets, and similar derivative instruments are not eligible.

Notable Quotes

• "The company values its retail shareholder base, which has supported the company alongside institutional investors since the company's admission to AIM in 2017. Given the support of retail shareholders, the company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the retail offer."